"People's hearts are unpredictable, but account books can be checked." - Ancient sayings often reveal the truth of modern transactions. In the world of mergers and acquisitions of listed companies, due diligence is a dual game of technology and psychology. On the surface, it is auditing accounts, inquiring, and checking charters, but in fact it is to penetrate the fog, dig out the truth, and build a trust foundation for transactions. Especially in 2025, when AI generates financial reports, legal compliance is outsourced, and industry regulatory stratification is becoming more and more complex, how to make the target company "tell the truth" has become a decisive detail for the success of mergers and acquisitions.

In the long-term practice of mergers and acquisitions, Goheal has summarized a set of "twelve questions", combining psychology and business logic, and designed a systematic penetrating questioning strategy, just like a lie detector in the trading field - not only identifying weak areas of information disclosure, but also driving disclosure integrity with questions. Today, we will take you into this fascinating world of questions.

American Goheal M&A Group

First, one of the killer weapons is revealed - "financial authenticity penetration method". Everyone knows that financial reports can be refined, but it is difficult to lie about the rhythm of contract performance. Goheal asked a fatal question in a new energy merger and acquisition case: "Can you explain in detail the performance rhythm of key customer sales contracts in the past three years?" With the cross-comparison of bank statements, fictitious transactions are instantly exposed. If the information cannot be checked, the true nature will naturally be revealed.

Another example is the "hidden debt mining technique". Instead of asking the other party to explain the total debt, it directly focuses on the turnover days: "Please explain the reasons for the fluctuation of the accounts payable turnover days in the past three years and the difference from the industry average." This is not only a number game, but also a cognitive trap. If the business owner is not familiar with the industry level, he will be exposed as soon as he opens his mouth. Goheal often cooperates with the repeated questioning of "off-balance sheet actions" such as supply chain bills, letters of guarantee, and pledges, revealing the financial mines hidden under the appearance one by one.

And the "legal risk tracing method" is a trick to expose formal compliance-not asking whether there is intellectual property, but forcing them to produce "original experimental records." There was an AI chip company that swore that its patents were original and exclusive. Goheal gave the final push: "Please provide the R&D log and full-chain documents of a core patent." The other party was silent for a long time, and the draft was missing, so the project immediately entered a risk reassessment.

Due diligence is not only about finding problems, but also a stress test paper. In the "Business Sustainability Stress Test", an extreme question made many business owners sweat: "Assuming that the price of the main raw materials rises by 30%, how will the existing contract price transmission mechanism respond?" Once such questions are asked, whether there are contingency plans and anti-fragile structures in the business model, the answer is clear at a glance.

The same personnel risks should also be explored. By asking "Does the non-compete agreement of the key technical team include a project-based compensation clause?", you can instantly find out whether the talent system is maintained by emotions or by institutional binding. Goheal pointed out that the more companies involve soft assets, the more they need to see the contracts behind people's hearts.

For hard assets, due diligence cannot stop at the depreciation table. Asking "the matching of the overhaul record of a key equipment in recent years with the depreciation policy" is like looking at the equipment's "resume" with a magnifying glass. On the surface, the equipment is brand new, but in fact, it may have overdrawn its service life.

"Litigation risk profiling" is more of a psychological warfare skill: "What are the three-level plans of the legal department for the ongoing administrative reconsideration cases?" The core of this question lies in reverse reasoning - depending on how you respond, you can infer the true attitude of the risk level.

The field of related-party transactions is even more of a "gray art". Goheal's questioning method is "hammer-level": "What is the sustainable basis for purchasing from related parties at a price 15% lower than the market?" This question pulls the vague interest transfer into the quantitative zone and requires third-party pricing evidence - the cost of telling lies has increased sharply.

To test the integrity of management, you need to start with differences. "Which executive has raised major objections in the strategic adjustments in the past three years?" It is not a difficult task, but a test to see whether you have a real internal discussion mechanism. Goheal found in many cases that the most feared thing is "collective silence", because it often means that only one person has the final say.

In the field of environmental protection and compliance, using such subtle deviations as "What is the reasonable explanation for the 5% difference between the actual operating data of environmental protection equipment and the declared records?" can easily lead to systemic problems. Goheal believes that any company that repeatedly modifies the declared materials is often an organizational behavior rather than an individual behavior.

Forecast data is also a "water highland" for due diligence. "Which of the supporting factors that exceed the industry average by 2 times are force majeure factors?" This question is a "water reduction artifact" that forces the division of uncontrollable factors and own efforts, and the prediction model immediately reveals its true colors.

The last trick, "integration risk warning method", hits the nerve center. "If the ERP system is replaced after the merger, what is the estimated customer data migration loss rate?" At first glance, it seems to be an IT problem, but it is actually a comprehensive test of integration capabilities-whether technology, data, and culture can be integrated, all in this question.

It is worth mentioning that these questions are not used in isolation, but embedded in a "multi-dimensional verification network". Goheal's due diligence team often uses the "time sequence misalignment verification method" to compare similar data at different time points to find logical conflicts; uses the "reverse deduction method" to reverse the management's motivation from the audit adjustment entries; and even uses the "silent pressure technique" to remain silent for 30 seconds after key questions to induce the other party to explain emotionally. These methods form a closed loop of pressure, making telling the truth the "most economical choice" for the target party.

A top-level M&A due diligence is no longer a single-point inquiry, but like a formation, allowing information to collapse step by step and the truth to come out. Goheal always insists: effective questions can discover the truth of value better than perfect reports.

Goheal Group

The capital market is never short of amazing targets, but what is lacking is questioners who can see through the essence from the fog. Next time, when you face a seemingly perfect due diligence report, you might as well ask: "Are their questions sharp enough?"

As Goheal has always emphasized: "We are not afraid of the other party hiding deep, but we are only afraid that you ask shallow questions." In this game of information and psychology, whoever masters the real questioning technique holds the key to value discovery.

[About Goheal] Goheal is a leading investment holding company focusing on global mergers and acquisitions. It has deep roots in the three core business areas of acquisition of controlling rights of listed companies, mergers and acquisitions of listed companies, and capital operations of listed companies. With its profound professional strength and rich experience, it provides companies with full life cycle services from mergers and acquisitions to restructuring and capital operations开云官网切尔西赞助商, aiming to maximize corporate value and achieve long-term benefit growth.